Proxy Winners Kayo Curbs

Less than two months after a dissident shareholder seized control of the board, directors of Del Global Technologies Corp. took steps to make it easier to sell the producer of medical imaging and diagnostic systems and power conversion devices. The five-person board, four of whose members represent Beverley Hills, Calif.-based investment firm Steel Partners II LP, shortened the life of Del Global’s poison pill and removed a bylaw that prevented shareholders from calling special meetings. The pill, which was to expire in 2011, will now expire on Sept. 30, 2003. Steel won a bitter proxy fight that was decided at Del Global’s annual meeting on May 30 to take over the board. In announcing the removal of takeover barriers, the board also disclosed that Del would pay for Steel Partners’ success by approving $368,000 to reimburse the dissident’s expenses in the proxy battle. Del will record a fourth-quarter charge to cover the cost. Del was one of several companies that acted to roll back or weaken takeover defenses during July. Hewlett-Packard Co. basically took a stand against the pill – while reserving the right to install a shareholder rights plans if quick action is necessary. The company, which doesn’t have a pill, said it would not adopt one in unless shareholders approved. But the computer firm left itself an out by adding that the board could bypass shareholders if, in “exercising its fiduciary duties,” it “determines that a submission would not be in the interests of shareholders under the circumstances.” Sensient Technologies Corp. redeemed its pill; Johnson Controls Corp. did not renew its pill when it expired on July 31; AK Steel Corp. dropped a provision requiring a board majority to rescind the pill but cut its kick-in point to 15% from 20%; and Cadmus Communications Co. approved a TIDES review for its rights plan. Dell Computer Corp. dropped its staggered board. But several companies voted in poison pills in July, including: CACI International Inc.; Hornbeck Offshore Services Inc.; Mpower Holding Corp.; NeoPharm Inc.; Princeton National Bancorp; Tasty Baking Co.; and US Dataworks Inc. Copyright 2003 Thomson Media Inc. All Rights Reserved. http://www.thomsonmedia.com http://www.majournal.com